Xu Xiangrong and another v Fu Xianwei and others

Mr Xu Xiangrong and Mr Fu Xianwei were parties to a 2014 joint venture agreement and a 2016 supplemental agreement concerning Pacific Glory Shipping Pte Ltd and what Mr Xu calls the Pacific Glory Group, which he says includes companies such as the second claimant, Shanghai Changzhou International Freight Transport Agency Co, Ltd, and the Hong Kong company Ocean Future Shipping Co Ltd. They contributed US$4.25 million and US$750,000 for interests of 85% and 15%. After they fell out in 2024, Mr Xu and Changzhou sued in HC/OC 623/2024, alleging among other things unpaid dividends and vessel distributions, misappropriation by Mr Fu and unauthorised transfers. The High Court held Singapore was the natural forum in Xu Xiangrong v Fu Xianwei [2025] SGHC 95, permission to appeal was refused, and the case moved to the SICC as SIC/OA 17/2025.

Mr Fu then brought three actions in Shanghai: a suit on an alleged US$1.5 million loan from Ocean Future to Mr Xu, assigned to Mr Fu, with an asset preservation order against Mr Xu; a suit claiming 99% of Changzhou's shares as sole owner; and a suit on a nominee shareholding agreement to recover Ocean Future's shares. Mr Xu said the payments were interim sums owed under the agreements and that he held the shares under the joint venture. The Shanghai courts dismissed the loan suit and the Ocean Future suit, and Mr Fu appealed both; the Changzhou suit was withdrawn and refiled. In SIC/SUM 44/2026 the claimants sought an anti-suit injunction against Mr Fu.

1. Whether Singapore was the natural forum for the disputes raised in the Shanghai actions.
2. Whether the Shanghai actions were vexatious, oppressive or an abuse of process.
3. Whether the Shanghai jurisdiction clause in the nominee shareholding agreement prevented relief for the Ocean Future suit.
4. Whether delay, loss of a legitimate juridical advantage or comity weighed against an injunction.

On natural forum, the court found each Shanghai action overlapped with OA 17. Mr Xu's defence to the loan suit required deciding ownership within the group; the nominee agreement Mr Fu sued on in Shanghai was also among the documents he relied on in OA 17; and the Changzhou suit asked whether Mr Fu owned all of Changzhou, which lay at the core of Mr Xu's joint venture claim. John Reginald was distinguished because the foreign claim there was a distinct tort claim. Fragmenting a complex multi-party dispute would add cost.

On vexation, the court found that the timing suggested bad faith: the loan suit came about a year after repayment was demanded, after Mr Xu sued and soon after Mr Fu sought fortification of the Mareva undertaking. The share suits followed the refusal of permission to appeal and claimed 100% ownership, putting the beneficial ownership issues before the Shanghai courts.

On the jurisdiction clause, the court leaned towards Mr Fu's expert that the reference to a Shanghai court could be valid under Chinese law, but held that strong reasons existed anyway, given the abusive conduct, non-parties in OA 17 and the risk of inconsistent findings, citing Vinmar Overseas (Singapore) Pte Ltd v PTT International Trading Pte Ltd [2018] 2 SLR 1271.

On the remaining factors, share registration was no real juridical advantage since the SICC could order Mr Xu to transfer shares. Comity did not help a party who created the parallel proceedings, there was no real delay, and stopping the loan suit was consistent with the Shanghai court's own dismissal.

The SICC allowed the application and granted the anti-suit injunction in the terms sought in SUM 44, restraining Mr Fu from continuing the three Shanghai actions and from pursuing other proceedings on matters to be determined in OA 17.